GREENSBORO — Two former Southern Community Bank and Trust executives say the company fired them after they wouldn’t agree to changes to their contracts following a merger.

Former Southern Community CEO F. Scott Bauer and former President Jeffrey T. Clark have filed suit in U.S. District Court. They say changes the company wanted to make would have “eviscerated the value” of their contracts.

The two were fired in 2012, just as the Florida-based Capital Bank was taking over the Winston-Salem-based Southern Community.

Capital Bank did not respond to a request for comment Tuesday.

Bauer and Clark say their contracts provided benefits in the event of a “change of control” — a buyout or a merger, for instance. About 80 employees at all levels had “change of control” benefits, the lawsuit says.

The value of Bauer’s benefits was about $4.9 million and Clark’s about $2.6 million.

In its negotiations with Capital Bank, Bauer and Clark contend, Southern Community failed to make sure Capital Bank paid out those contracts.

Bauer founded Southern Community in 1995. Over the next 17 years, the company grew to $1.7 billion in assets, the suit says. Clark joined the company soon after it was founded.

In early 2012, executives from Capital Bank started talking to Bauer about a possible merger. After Bauer told the board of directors about the talks and arranged a meeting, Southern Community board Chairman William Ward told Bauer and Clark they were not to be involved, the suit alleges.

Southern Community and Capital Bank hammered out a merger agreement that “reduced the value” of the employee agreements, calling for removing or reducing “change of control” benefits. The suit contends that at a meeting to consider the merger, Ward said the board “would not look too kindly” on those who refused to sign on.

Bauer and Clark declined.

The suit says, “Every other lower-level executive at the meeting capitulated to Southern Community’s threats.”

They also say they were not given a chance to negotiate.

Bauer and Clark say that on July 23 they were told that if they didn’t agree to the amendments by 5 p.m. the next day, they would be fired.

They rejected the changes, and on July 24, the company said their last day would be Sept. 22.